NASDAQ, INC. — Director's Dealing 2013

Jun 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-06-03

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Common Stock, par value $0.01 per share	M	67960	$7.35	Acquired	217604	Direct
2013-06-03	Common Stock, par value $0.01 per share	S	67960	$31.13	Disposed	149644	Direct
2013-06-04	Common Stock, par value $0.01 per share	M	32040	$7.35	Acquired	181684	Direct
2013-06-04	Common Stock, par value $0.01 per share	S	32040	$31.09	Disposed	149644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	Employee Stock Option (Right to Buy)	$7.35	M	67960	Disposed	2014-11-15	Common Stock (67960)	Direct
2013-06-04	Employee Stock Option (Right to Buy)	$7.35	M	32040	Disposed	2014-11-15	Common Stock (32040)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (25496)	25496	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (28801)	28801	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	Direct

Footnotes

F1: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.06 to $31.35, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.06 to $31.17, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

F4: Represents (i) 7,878 shares of common stock acquired upon exercise of vested stock options, (ii) 50,255 vested shares of restricted stock, (iii) 74,211 shares underlying PSUs, of which 34,008 shares are vested and (iv) 17,300 shares purchased under the Employee Stock Purchase Plan.

F5: Options vested as to 100%.

F6: Options exercisable on March 4, 2014.

F7: Options vested as to 100%.

F8: Options exercisable on March 28, 2014.

F9: Options vested as to 100%.

F10: Options vested as to 100%.